Freeport-McMoRan Inc. (NYSE: FCX) announced today that it has
amended its previously announced tender offers to increase the
aggregate purchase price from up to $800 million to $1.5 billion
(the principal amount of Notes that does not cause such amount to
be exceeded, subject to further increase, decrease or elimination,
the Aggregate Maximum Tender Cap) that it may use to purchase a
portion of its outstanding 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 July 13, 2020. In addition, FCX
also increased the financing condition to the tender offers.
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 $1.5 billion from the previously announced
$800 million 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.
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withdrawn) their Notes do not need to re-tender their Notes.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 and the 2024 SubCap (as defined
herein).
Series of Notes
CUSIP Number(s)
Aggregate Principal Amount
Outstanding (in millions)
SubCap(1) (in
millions)
Acceptance Priority
Level
Tender
Consideration(2)
Early Tender Premium
Total Consideration
(2)(3)
3.55% Senior Notes due 2022
35671DAU9
$805.7
--
1
$1,002.50
$30.00
$1,032.50
3.875% Senior Notes due 2023
35671DAX3 U31386AE2 35671DAZ8
$1,922.5
--
2
$1,010.00
$30.00
$1,040.00
4.55% Senior Notes due 2024
35671DBL8
$850.0
$100.0
3
$1,020.00
$30.00
$1,050.00
(1) SubCap is based on the aggregate principal amount of 2024
Notes (as defined below) validly tendered (and not validly
withdrawn) and accepted for purchase by FCX as described below.
(2) 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not validly withdrawn) and accepted for purchase by FCX.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.
(3) 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 $1.5 billion in gross proceeds from one or more debt financings
(increased from $800 million in gross proceeds). 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. Subject to the Aggregate Maximum Tender Cap
and the acceptance priority levels, the aggregate principal amount
of 4.55% Senior Notes due 2024 (the 2024 Notes) to be purchased by
FCX will not exceed $100 million, excluding accrued but unpaid
interest (subject to increase, decrease or elimination, the 2024
SubCap).
Each tender offer will still expire at 11:59 p.m., New York City
time, on August 7, 2020, unless extended, or earlier expired or
terminated by FCX (such time and date, as the same may be extended,
or 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 July 24, 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 July
24, 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 “3” 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, or, in the case of the 2024
Notes, if the aggregate principal amount of the 2024 Notes validly
tendered and not validly withdrawn is greater than the 2024 SubCap,
FCX will accept for purchase such Notes on a pro rata basis, so as
to not exceed the Aggregate Maximum Tender Cap and/or the 2024
SubCap, as applicable (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 and the 2024 SubCap,
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, subject to the
Aggregate Maximum Tender Cap and the 2024 SubCap, will 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 any 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 July 28, 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 2024 SubCap, 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
August 11, 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 2024 SubCap, 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, BofA Securities and
Citigroup Global Markets Inc. 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, BofA Securities collect at (980) 388-3646 or email
debt_advisory@bofa.com or Citigroup Global Markets Inc. collect at
(212) 723-6106 or toll-free at (800) 558-3745. 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) 549-6864 (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 facts, such as plans, projections or 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,”
“could,” “to be,” “potential,” “assumptions,” “guidance,” future”
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; the duration and scope of and
uncertainties associated with the COVID-19 pandemic, and the impact
thereof on commodity prices, FCX's business and the global economy
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 and Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020, each filed with the 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200713005712/en/
Financial Contacts: Kathleen L. Quirk (602) 366-8016 David P.
Joint (504) 582-4203 Media Contact: Linda S. Hayes (602)
366-7824
Freeport McMoRan (NYSE:FCX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Freeport McMoRan (NYSE:FCX)
Historical Stock Chart
From Sep 2023 to Sep 2024