Newmont : New Financial Obligation - Form 8-K

Item. 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Notes

On March 7, 2024, Newmont Corporation ("Newmont") closed the previously announced private offering (the "Offering") of (i) $1.0 billion aggregate principal amount of 5.30% notes due 2026 (the "2026 Notes") and (ii) $1.0 billion aggregate principal amount of 5.35% notes due 2034 (the "2034 Notes" and, together with the 2026 Notes, the "Notes"). The Notes were issued by Newmont and Newcrest Finance Pty Limited, a wholly owned subsidiary of Newmont ("Newcrest Finance" and together with Newmont, the "Issuers"), and are guaranteed on a senior unsecured basis by Newmont USA Limited, a wholly owned subsidiary of Newmont (the "Subsidiary Guarantor"). The Notes were offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act, pursuant to the Purchase Agreement, dated as of March 4, 2024, among the Issuers, the Subsidiary Guarantor and BMO Capital Markets Corp., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives (the "Representatives") of the several initial purchasers named on Schedule 1 thereto (the "Initial Purchasers").

The aggregate net proceeds received by the Issuers from the Offering was approximately $1.98 billion, after deducting the estimated expenses of the Offering payable by the Issuers and the Initial Purchasers' discount. The Issuers intend to use a portion of the net proceeds from the Offering to repay all outstanding borrowings under Newmont's revolving credit facility, with the remaining proceeds for general corporate purposes. Newmont previously used borrowings under its revolving credit facility, along with cash on hand, to repay approximately $1.9 billion aggregate principal amount of bilateral credit debt acquired by Newmont as part of its acquisition of Newcrest Mining Limited.

The Notes were issued pursuant to the indenture, dated March 7, 2024 (as amended, supplemented or modified from time to time, the "Indenture"), by and among the Issuers, the Subsidiary Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2026 Notes will mature on March 15, 2026 and bear interest at 5.30% per annum and the 2034 Notes will mature on March 15, 2034 and bear interest at 5.35%. In each case, interest for the Notes will be payable semi-annually in arrear on March 15 and September 15 of each year, commencing on September 15, 2024.

The Issuers may redeem all or a portion of the Notes, at the Issuers' option, at any time and from time to time prior to maturity (in the case of the 2026 Notes) and December 15, 2033 (in the case of the 2034 Notes) at the applicable "make-whole" price described in the Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. The Issuers may redeem all or a portion of the 2034 Notes, at the Issuers' option, at any time and from time to time, on or after December 15, 2033 at a redemption price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If Newmont experiences a change of control that results in a ratings decline, the Issuers will be required to make an offer to repurchase the applicable Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Notes are the Issuers' unsecured obligations and rank equally with the Issuers' existing and future unsecured senior debt and senior to the Issuers' future subordinated debt. The guarantees for the Notes are unsecured senior obligations of the Subsidiary Guarantor and rank equally with other unsecured and senior indebtedness of the Subsidiary Guarantor that is currently outstanding or that it may issue in the future. The guarantees will be released if the Subsidiary Guarantor ceases to guarantee more than $75 million of other debt of Newmont.

The Indenture contains customary terms and covenants. Under certain events of default, including, without limitation, failure to pay when due any principal amount or certain cross defaults to other agreements or instruments, occurring and continuing, either the Trustee or the Holders of 25% in principal amount of the series of Note may declare the principal of such Note and any accrued and unpaid interest through the date of such declaration immediately due and payable. In the case of certain events of bankruptcy or insolvency of the Company or the Subsidiary Guarantor, the principal amount of the Notes and accrued interest automatically become due and payable.