McMoRan Exploration Co. Completes Approximately $170 Million in Equity Financings, Including Exercise of Over-Allotment Option
June 22 2009 - 11:42AM
Business Wire
McMoRan Exploration Co. (NYSE: MMR) announced today that it has
completed approximately $170 million in equity financings, through
the sale of 14.5 million shares of common stock at $5.75 per share
and 86,250 shares of 8.00% convertible perpetual preferred stock at
$1,000 per share. The amounts sold include 11,250 shares of 8.00%
convertible perpetual preferred stock issued pursuant to the
underwriters� exercise of their over-allotment option in full. The
underwriters have an option to purchase from McMoRan up to an
additional 2.175 million common shares to cover over-allotments, if
any.
These offerings generated gross proceeds, before underwriting
discounts and expenses, of approximately $170 million. McMoRan
intends to use the net proceeds of approximately $162 million from
these offerings for general corporate purposes, including capital
expenditures.
The 8.00% convertible perpetual preferred stock will be
convertible into approximately 12.6 million shares of McMoRan
common stock, equivalent to a conversion price of approximately
$6.84 per share of common stock, reflecting a 19.0% conversion
premium to the $5.75 per share price of the common stock offering.
The conversion rate will be subject to anti-dilution adjustments in
certain circumstances and the 8.00% convertible perpetual preferred
stock may not be called for redemption by McMoRan prior to June 15,
2014, and thereafter may be called at McMoRan�s option if McMoRan�s
common stock price exceeds 130% of the conversion price for 20
trading days within a period of 30 consecutive trading days. The
first dividend date will be August 15, 2009.
After giving effect to these offerings, McMoRan will have
approximately 85 million shares of common stock outstanding and
approximately 110 million after assuming conversion of McMoRan�s
newly issued 8.00% convertible perpetual preferred stock and the
outstanding 6�% mandatory convertible preferred stock. Total debt
as of March 31, 2009 totaled $375 million, including $75 million in
convertible senior notes due in 2011 with a conversion price of
$16.575 per share.
The book-running manager for these offerings is J.P. Morgan. The
co-managers for the common stock offering are Dahlman Rose &
Company, LLC, BNP Paribas Securities Corp, Capital One SouthCoast,
Inc., Howard Weil Incorporated, TD Securities (USA) LLC, ING
Financial Markets LLC and Piper Jaffray & Co. The co-managers
for the convertible perpetual preferred offering are Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Dahlman Rose &
Company, LLC.
The offerings were made under McMoRan�s existing shelf
registration statement filed with the Securities and Exchange
Commission on October 5, 2007. This press release is neither an
offer to sell nor a solicitation of an offer to buy any securities
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. Any offers of the shares of preferred or common stock
described in this press release will be made exclusively by means
of a prospectus and prospectus supplement.
Copies of the prospectus supplements and accompanying base
prospectus relating to these offerings may be obtained by
contacting J.P. Morgan Securities Inc., 4 Chase Metrotech Center, C
S Level, Brooklyn, New York 11245. Copies of the prospectus
supplements and accompanying base prospectus will also be available
on the Securities and Exchange Commission�s website at
www.sec.gov.
McMoRan Exploration Co. is an independent public company engaged
in the exploration, development and production of oil and natural
gas offshore in the Gulf of Mexico and onshore in the Gulf Coast
area. Additional information about McMoRan is available on its
internet website �www.mcmoran.com�.
McMoRan has filed a registration statement (including a
prospectus and prospectus supplement) with the SEC for the offering
to which this communication relates. Before you invest, you should
read the prospectus and prospectus supplement in that registration
statement and other documents McMoRan has filed with the SEC for
more complete information about McMoRan and this offering. You may
obtain these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the issuer, any underwriter
or any dealer participating in the offering will arrange to send
you the prospectus and the prospectus supplement if you request
them by calling J.P. Morgan Securities Inc. toll-free at
1-800-576-3529.
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