Freeport-McMoRan Inc. (NYSE: FCX) announced today that it has
amended its previously announced tender offers to increase the
aggregate purchase price from $800 million to $1.1 billion (such
amount, subject to further increase, decrease or elimination, the
Aggregate Maximum Tender Cap) that it may use to purchase a portion
of its outstanding 4.00% Senior Notes due 2021, 3.55% Senior Notes
due 2022, 3.875% Senior Notes due 2023 and 4.55% Senior Notes due
2024 (collectively, the Notes), upon the terms and conditions set
forth in the Offer to Purchase, dated February 19, 2020. Holders of
the Notes are urged to carefully read the Offer to Purchase, which
sets forth a more detailed description of the tender offers, before
making any decision with respect to the tender offers. No other
terms of the previously announced tender offers have changed.
The increase in the Aggregate Maximum Tender Cap reflects the
increase in the size of FCX’s previously announced debt financing,
which was increased to $1.3 billion from the previously announced
$1.0 billion aggregate principal amount. The net proceeds from such
debt financing and, if necessary, cash on hand or available
liquidity, will be used to fund the tender offers. To the extent
all of the 4.00% Senior Notes due 2021 are not tendered and
purchased in the tender offers, FCX may, but is not obligated to,
use a portion of any remaining net proceeds from such debt
financing to redeem all or a portion of the remaining 4.00% Senior
Notes due 2021 in accordance with the provisions of the indenture
governing the 4.00% Senior Notes due 2021.
Holders who have already validly tendered (and not validly
withdrawn) their Notes do not need to re-tender their Notes. The
tender offers are still subject to the acceptance priorities set
forth in the table below.
Series of Notes
CUSIP Number(s)
Aggregate Principal Amount
Outstanding (in millions)
Acceptance Priority
Level
Tender
Consideration(1)
Early Tender Premium
Total Consideration
(1)(2)
4.00% Senior Notes due 2021
35671DBH7
$195.1
1
$1,007.66
$30.00
$1,037.66
3.55% Senior Notes due 2022
35671DAU9
$1,880.2
2
$993.75
$30.00
$1,023.75
3.875% Senior Notes due 2023
35671DAX3
U31386AE2
35671DAZ8
$1,922.5
3
$1,005.00
$30.00
$1,035.00
4.55% Senior Notes due 2024
35671DBL8
$850.0
4
$1,040.00
$30.00
$1,070.00
(1)
Per $1,000 principal amount of Notes
validly tendered (and not validly withdrawn) and accepted for
purchase by FCX. Excludes accrued and unpaid interest, which will
be paid on Notes accepted for purchase by FCX as described
below.
(2)
Includes the $30.00 Early Tender
Premium.
FCX will not be obligated to accept for purchase any Notes
pursuant to the tender offers unless certain conditions are
satisfied or waived by FCX, including FCX having obtained a minimum
of $1.0 billion in gross proceeds from one or more debt financings.
No tender offer is conditioned on any minimum amount of Notes being
tendered or the consummation of the other tender offers. Subject to
applicable law, FCX may still amend, extend or terminate any of the
tender offers in its sole discretion.
Each offer will still expire at 11:59 p.m., New York City time,
on March 17, 2020, unless extended, earlier expired or terminated
by FCX (such time and date, as the same may be extended, earlier
expired or terminated by us in our sole discretion with respect to
one or more series of Notes, the Expiration Date). Tendered Notes
may still be withdrawn at or prior to 5:00 p.m., New York City
time, on March 3, 2020, by following the procedures in the Offer to
Purchase, but may not thereafter be validly withdrawn, except as
provided for in the Offer to Purchase or required by applicable
law.
Holders of Notes must validly tender and not validly withdraw
their Notes at or prior to 5:00 p.m., New York City time, on March
3, 2020 (such time and date, as the same may be extended by FCX in
its sole discretion with respect to one or more series of Notes,
the Early Tender Deadline) in order to be eligible to receive the
applicable Total Consideration, which includes the Early Tender
Premium for the Notes of $30.00 per $1,000 principal amount of
Notes tendered. Holders who validly tender their Notes after the
Early Tender Deadline and at or prior to the Expiration Date will
be eligible to receive only the applicable Tender Consideration, as
set forth in the table above. Accrued and unpaid interest will be
paid on all Notes validly tendered and accepted for purchase from
the last applicable interest payment date up to, but not including,
the applicable Settlement Date.
The order of priority for the purchase of the Notes is shown in
the table above, with “1” being the highest acceptance priority
level and “4” being the lowest acceptance priority level. If
purchasing all of the validly tendered and not validly withdrawn
Notes of a given acceptance priority level on the applicable
Settlement Date would cause the Aggregate Maximum Tender Cap to be
exceeded on such Settlement Date, FCX will accept for purchase such
Notes on a pro rata basis, so as to not exceed the Aggregate
Maximum Tender Cap (with adjustments to avoid the purchase of Notes
in a principal amount other than in integral multiples of
$1,000).
Subject to the Aggregate Maximum Tender Cap, FCX will continue
to accept Notes for purchase as follows: (1) with respect to Notes
tendered at or prior to the Early Tender Deadline, all Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline having a higher acceptance priority level will be
accepted before any Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline having a lower
acceptance priority level are accepted and (2) with respect to
Notes tendered after the Early Tender Deadline and at or prior to
the Expiration Date, all Notes validly tendered and not validly
withdrawn after the Early Tender Deadline having a higher
acceptance priority level will be accepted before any Notes validly
tendered and not validly withdrawn after the Early Tender Deadline
having a lower acceptance priority level are accepted. For the
avoidance of doubt, Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline will, subject to
the Aggregate Maximum Tender Cap, be accepted for purchase in
priority to other Notes validly tendered and not validly withdrawn
after the Early Tender Deadline and at or prior to the Expiration
Date, even if such Notes validly tendered and not validly withdrawn
after the Early Tender Deadline and at or prior to the Expiration
Date have a higher acceptance priority level than Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline.
FCX continues to reserve the right, but is under no obligation,
at any time after the Early Tender Deadline and before the
Expiration Date, to accept for purchase Notes that have been
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline on a date determined at FCX’s option (such date, if
any, the Early Settlement Date). FCX still currently expects the
Early Settlement Date, if any, to occur on March 5, 2020. If FCX
chooses to exercise its option to have an Early Settlement Date,
FCX will purchase any remaining Notes that have been validly
tendered and not validly withdrawn after the Early Tender Deadline
and at or prior to the Expiration Date, subject to the Aggregate
Maximum Tender Cap, the application of the acceptance priority
levels and all conditions to the tender offers having been
satisfied or waived by FCX, on a date following the Expiration Date
(the Final Settlement Date, and each of the Early Settlement Date
and the Final Settlement Date, a Settlement Date). The Final
Settlement Date is expected to occur promptly following the
Expiration Date, and is still currently expected to occur on March
19, 2020, unless extended by FCX. If FCX chooses not to exercise
its option to have an Early Settlement Date, FCX will purchase all
Notes that have been validly tendered and not validly withdrawn at
or prior to the Expiration Date, subject to the Aggregate Maximum
Tender Cap, the application of the acceptance priority levels and
all conditions to the tender offers having been satisfied or waived
by FCX, on the Final Settlement Date. Tenders of Notes submitted
after the Expiration Date will not be valid.
FCX has retained J.P. Morgan Securities LLC and BofA Securities
as dealer managers for the tender offers. D.F. King & Co., Inc.
is the Tender and Information Agent for the tender offers. For
additional information regarding the terms of the tender offers,
please contact J.P. Morgan Securities LLC collect at (212) 834-3424
or toll-free at (866) 834-4666 or BofA Securities collect at (646)
855-0173 or toll-free at (888) 292-0070. Requests for copies of the
Offer to Purchase and questions regarding the tendering of Notes
may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for
banks and brokers) or (800) 628-8510 (all others, toll-free) or
email fcx@dfking.com.
This press release is for informational purposes only and does
not constitute an offer to purchase securities or a solicitation of
an offer to sell any securities or an offer to sell or the
solicitation of an offer to purchase any securities nor does it
constitute an offer or solicitation in any jurisdiction in which
such offer or solicitation is unlawful.
None of FCX, the Tender and Information Agent, the Dealer
Managers or the Trustee (nor any of their respective directors,
officers, employees or affiliates) makes any recommendation as to
whether holders should tender their Notes pursuant to any of the
tender offers, and no one has been authorized by any of them to
make such a recommendation. Holders must make their own decisions
as to whether to tender their Notes, and, if so, the principal
amount of Notes to tender.
FCX is a leading international mining company with headquarters
in Phoenix, Arizona. FCX operates large, long-lived, geographically
diverse assets with significant proven and probable reserves of
copper, gold and molybdenum. FCX is one of the world's largest
publicly traded copper producers.
FCX’s portfolio of assets includes the Grasberg minerals
district in Indonesia, one of the world's largest copper and gold
deposits; and significant mining operations in North America and
South America, including the large-scale Morenci minerals district
in Arizona and the Cerro Verde operation in Peru. Additional
information about FCX is available on FCX's website at
"fcx.com."
Cautionary Statement Regarding Forward-Looking
Statements: This press release contains forward-looking
statements, which are all statements other than statements of
historical fact, such as plans, projections and expectations
related to the proposed tender offers and the debt financing,
including the use of proceeds therefrom. 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, expected, 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, but are not limited to, FCX’s
ability to consummate the tender offers and debt financing; the
possibility that FCX’s existing noteholders will not be receptive
to the tender offers; corporate developments that could preclude,
impair or delay the aforementioned transactions due to restrictions
under the federal securities laws; changes in the credit ratings of
FCX; changes in FCX’s cash requirements, financial position,
financing plans or investment plans; changes in general market,
economic, tax, regulatory or industry conditions 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, 2019,
filed 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: https://www.businesswire.com/news/home/20200219006072/en/
Financial Contacts: Kathleen L. Quirk, 602-366-8016 David P.
Joint, 504-582-4203
Media Contact: Linda S. Hayes, 602-366-7824
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