- Current report filing (8-K)
February 05 2010 - 4:56PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 5,
2010
McMoRan
Exploration Co.
(Exact
name of registrant as specified in its charter)
Delaware
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001-07791
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72-1424200
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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1615
Poydras Street
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New
Orleans, Louisiana
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70112
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (504) 582-4000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 3.02
Unregistered Sales of Equity
Securities
McMoRan
Exploration Co. (McMoRan) agreed in privately negotiated transactions to induce
conversion of approximately 43,000 shares (49% of the total outstanding) of its
8% Convertible Perpetual Preferred Stock (the Preferred Stock) with a
liquidation preference of $42.6 million into approximately 6.2 million shares of
McMoRan common stock (at a conversion rate equal to 146.1454 shares of common
stock per share of the Preferred Stock). To induce the early
conversions of these shares of Preferred Stock, McMoRan will pay an aggregate
$7.9 million in cash to the holders of these shares. In addition,
these holders will receive the previously announced dividend on the Preferred
Stock payable on February 15, 2010. These induced conversions were
exempt from registration by virtue of the exemption provided under Section
3(a)(9) of the Securities Act of 1933.
Preferred
annual dividend savings following these transactions approximate $3.4
million. After giving effect to these transactions, McMoRan will have
outstanding approximately 44,000 shares of Preferred Stock and approximately 92
million shares of common stock. Assuming conversion of McMoRan’s
remaining Preferred Stock and the outstanding 6¾% Mandatory Convertible
Preferred Stock, McMoRan would have between approximately 109.3 million and
111.5 million common shares outstanding (depending on the applicable market
price of McMoRan’s common stock).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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McMoRan
Exploration Co.
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By: /s/
Nancy D. Parmelee
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Nancy
D. Parmelee
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Senior
Vice President, Chief Financial Officer
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and
Secretary
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(authorized
signatory and Principal
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Financial
Officer)
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Date: February
5, 2010
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