Freeport-McMoRan Inc. (NYSE: FCX) announced today that it has
commenced offers to eligible holders to exchange any and all of the
outstanding senior notes issued by Freeport-McMoRan Oil & Gas
LLC (FM O&G), FCX Oil & Gas LLC and FMSTP Inc., as
co-issuers, and guaranteed by FCX for (1) new senior notes to be
issued by FCX and guaranteed by FM O&G and (2) cash.
The exchange offers and consent solicitations will expire at
11:59 p.m., New York City (NYC) time, on December 27, 2016, unless
extended. To be eligible to receive the applicable total
exchange consideration, which includes the early tender premium of
$30 principal amount of new notes, eligible holders of existing
notes must validly tender their existing notes at or prior to 5:00
p.m., NYC time, on December 12, 2016, unless extended.
The following table sets forth the exchange consideration for
each $1,000 principal amount of existing notes for which the new
senior notes and cash are being offered:
Title of Series
of Existing Notes Aggregate Principal Amount
Outstanding
(in millions)
First Call Date of New FCX Notes to be
Issued Not Subject to Make-Whole
Exchange
Consideration (new notes principal
amount) if Tendered on or before December 12, 2016
Exchange Consideration (new notes principal
amount) if Tendered after December 12, 2016, and on or before
December 27, 2016 Cash
Consideration
6.125% Senior
Notes due 2019
$236.9 No change; remains June
15, 2016 $1,000 $970
$2.50
6 1/2% Senior Notes due 2020
$617.0 No change; remains
November 15, 2016* $1,000
$970 $3.75 6.625% Senior
Notes due 2021
$261.5 No change; remains May 1,
2016* $1,000 $970
$3.75 6.75% Senior
Notes due 2022
$448.5 Extended one year to
February 1, 2018 $1,000
$970 $5.00
6 7/8% Senior
Notes due 2023
$778.5 Extended two years to
February 15, 2020 $1,000
$970 $12.50
* The optional redemption prices have been increased by 0.25% in
each case, other than in the case of optional redemption at
100.00%.
Each series of newly issued FCX senior notes will have an
interest rate and maturity date that is identical to the interest
rate and maturity date of the applicable series of existing notes.
The new notes will be senior unsecured obligations of FCX and will
rank equally in right of payment with all other existing and future
senior unsecured indebtedness of FCX.
Concurrently with the exchange offers, FCX is also soliciting
consents from eligible holders of the existing notes to amend the
indentures governing the existing notes to eliminate certain of the
covenants, restrictive provisions and events of default and conform
certain covenants to those in the outstanding notes of FCX pursuant
to the terms and subject to the conditions set forth in the
offering materials. The consent of the holders of a majority in
aggregate principal amount of each applicable series of existing
notes outstanding, acting together as one class for that series,
will be required in order to adopt the proposed amendments to the
existing indenture for that series.
Existing notes that are not validly tendered or that are validly
tendered but validly withdrawn will remain outstanding and will
continue to be subject to their existing terms despite the
completion of the exchange offers and the related consent
solicitations. However, if any exchange offer and related consent
solicitation is consummated and the proposed amendments to the
applicable existing indenture are effected, such amendments will
also apply to all related existing notes not exchanged in such
exchange offer and related consent solicitation and those existing
notes will no longer have the benefit of the protection of the
covenants, restrictive provisions and events of default eliminated
by the applicable proposed amendments and will be subject to the
covenants as modified by the proposed amendments.
Tenders of existing notes may not be withdrawn after 5:00 p.m.,
NYC time, on December 12, 2016, unless extended, except in certain
limited circumstances as set forth in the offer materials. Eligible
holders of existing notes may not deliver a consent in the
applicable consent solicitation without tendering existing notes in
the applicable exchange offer. If an eligible holder of existing
notes tenders existing notes in any exchange offer, that holder
will be deemed to deliver its consent, with respect to the
principal amount of such tendered existing notes, to the applicable
proposed amendments.
The exchange offers and related consent solicitations are being
made pursuant to the terms and subject to the conditions set forth
in an offering memorandum and consent solicitation statement and a
related letter of transmittal, each dated November 29, 2016.
The new senior notes have not been registered with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (Securities Act), or any state or foreign
securities laws. The new senior notes may not be offered or sold in
the United States or to any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Only persons who
certify that they are (1) “qualified institutional buyers” within
the meaning of Rule 144A under the Securities Act or (2) not “U.S.
persons” and are outside of the United States within the meaning of
Regulation S under the Securities Act, are authorized to receive
and review the offer materials. The complete terms and conditions
of the exchange offers and related consent solicitations are
described in the offer materials, copies of which may be obtained
by contacting D.F. King & Co., Inc., the exchange agent and
information agent in connection with the exchange offers and
related consent solicitations, at (800) 967-5058 (U.S. toll-free)
or (212) 269-5550 (banks and brokers) or by visiting
www.dfking.com/fcx. Holders that are not eligible holders will not
be able to receive such documents, but FCX will make alternative
arrangements available. Such holders should contact D.F. King &
Co., Inc. to receive information about arrangements available to
them.
The exchange offers and related consent solicitations are
subject to the satisfaction of certain conditions, as described in
the offer materials, including, among other things, that each
exchange offer and consent solicitation is conditioned upon the
completion of each of the other exchange offers and consent
solicitations, which condition may be waived by FCX at any time
prior to the expiration time in its sole discretion.
If you are a holder of existing notes and wish to participate in
an exchange offer for which you are eligible and your existing
notes are held by a custodial entity, such as a commercial bank,
broker, dealer, trust company or other nominee, you must instruct
that custodial entity to tender your existing notes on your behalf
pursuant to the procedures of that custodial entity. Please contact
your custodial entity as soon as possible to give them sufficient
time to meet your requested deadline. Beneficial owners are urged
to appropriately instruct their commercial bank, broker, custodian
or other nominee at least five business days prior to the early
tender deadline or the expiration time, as applicable, in order to
allow adequate processing time for their instruction.
FCX is a premier U.S.-based mining company with an
industry-leading global portfolio of mineral assets. FCX is the
world's largest publicly traded copper producer.
FCX’s portfolio of assets includes the Grasberg minerals
district in Indonesia, one of the world's largest copper and gold
deposits; significant mining operations in the Americas, including
the large-scale Morenci minerals district in North America and the
Cerro Verde operation in South America.
Cautionary Statement Regarding Forward-Looking
Statements: This press release contains forward-looking
statements, which are all statements other than statements of
historical facts, such as expectations related to the exchange
offers and completion of the consent solicitations to amend the
indentures governing the existing notes. The words “anticipates,”
“may,” “can,” “plans,” “believes,” “estimates,” “expects,”
“projects,” “targets,” “intends,” “likely,” “will,” “should,” “to
be,” ”potential" and any similar expressions are intended to
identify those assertions as forward-looking statements. FCX
cautions readers that forward-looking statements are not guarantees
of future performance and actual results may differ materially from
those anticipated, projected or assumed in the forward-looking
statements. Important factors that can cause FCX’s actual results
to differ materially from those anticipated in the forward-looking
statements include the delivery of the requisite consents from the
holders of each series of notes to effect the exchange offers and
the proposed amendments to the indentures governing the existing
notes and other factors described in more detail under the heading
“Risk Factors” in FCX's Annual Report on Form 10-K for the year
ended December 31, 2015, filed with the U.S. Securities and
Exchange Commission (SEC) as updated by FCX’s subsequent filings
with the SEC.
Investors are cautioned that many of the assumptions upon which
FCX's forward-looking statements are based are likely to change
after the forward-looking statements are made, including for
example commodity prices, which FCX cannot control, and production
volumes and costs, some aspects of which FCX may not be able to
control. Further, FCX may make changes to its business plans that
could affect its results. FCX cautions investors that it does not
intend to update forward-looking statements more frequently than
quarterly notwithstanding any changes in its assumptions, changes
in business plans, actual experience or other changes, and FCX
undertakes no obligation to update any forward looking
statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20161129006430/en/
Freeport-McMoRan Inc.Financial
Contacts:Kathleen L. Quirk,
602-366-8016orDavid P. Joint,
504-582-4203orMedia Contact:Eric E. Kinneberg,
602-366-7994
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