FREEPORT-MCMORAN INC false 0000831259 0000831259 2020-02-19 2020-02-19

 

 

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 19, 2020

 

IMAGE

Freeport-McMoRan Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-11307-01

 

74-2480931

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

333 North Central Avenue

Phoenix, AZ

 

85004

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (602) 366-8100

 

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 (see General Instruction A.2. below):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.10 per share

 

FCX

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On February 19, 2020, Freeport-McMoRan Inc., a Delaware corporation (FCX), as issuer, and Freeport-McMoRan Oil & Gas LLC, a Delaware limited liability company (FM O&G), as guarantor, entered into an Underwriting Agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto (the Underwriters), pursuant to which FCX agreed to issue and sell to the Underwriters $700 million aggregate principal amount of its 4.125% Senior Notes due 2028 (the 2028 Senior Notes) and $600 million aggregate principal amount of its 4.250% Senior Notes due 2030 (the 2030 Senior Notes and, together with the 2028 Senior Notes, the Notes). The Notes have been offered pursuant to a prospectus supplement dated February 19, 2020, to the prospectus dated August 1, 2019, that forms a part of FCX’s effective Registration Statement on Form S-3, as amended (File No. 333-226675), filed by FCX with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The offering is expected to close on or about March 4, 2020, subject to satisfaction of customary closing conditions. FCX intends to use the net proceeds from the offering and, if necessary, cash on hand or available liquidity to fund its concurrent cash tender offers for up to $1.1 billion aggregate purchase price of its 4.00% Senior Notes due 2021 (the 2021 notes), 3.55% Senior Notes due 2022, 3.875% Senior Notes due 2023 and 4.55% Senior Notes due 2024 and the payment of accrued and unpaid interest, premiums, fees and expenses in connection therewith. To the extent all of the 2021 notes 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 the offering to redeem all or a portion of the remaining 2021 notes in accordance with the provisions of the indenture governing the 2021 notes.

The Underwriting Agreement contains customary representations, warranties and covenants of FCX and FM O&G, conditions to closing, indemnification obligations of FCX, FM O&G and the Underwriters and termination and other customary provisions.

Certain of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with FCX or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. An affiliate of J.P. Morgan Securities LLC serves as administrative agent and lender for FCX’s revolving credit facility. In addition, an affiliate of J.P. Morgan Securities LLC served as joint lead arranger and joint bookrunner for FCX’s revolving credit facility. One or more of the underwriters or their affiliates may hold FCX’s 2021 notes, 3.55% Senior Notes due 2022, 3.875% Senior Notes due 2023 and/or 4.55% Senior Notes due 2024, and tender such notes in FCX’s previously announced tender offers. As a result, one or more of the underwriters or their affiliates may receive a portion of the net proceeds from the offering of the Notes. Affiliates of certain of the underwriters are lenders under our revolving credit facility. J.P. Morgan Securities LLC and BofA Securities, Inc. are acting as dealer managers in connection with FCX’s previously announced tender offers.

The foregoing description of the Underwriting Agreement is not intended to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1, and is incorporated herein by reference.

Item 8.01. Other Events.

FCX issued two press releases dated February 19, 2020, announcing that (1) it has upsized and priced an aggregate principal amount of $1.3 billion of senior notes (see Exhibit 99.1) and (2) it has upsized its previously announced offers to purchase certain outstanding notes (see Exhibit 99.2). A copy of each of the press releases is attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated in this Item 8.01 by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

   

Exhibit Title

         
 

  1.1

   

Underwriting Agreement dated as of February 19, 2020 between Freeport-McMoRan Inc., Freeport-McMoRan Oil & Gas LLC and J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto.

         
 

99.1

   

Press Release dated February 19, 2020, titled “Freeport-McMoRan Announces Upsizing and Pricing of $1.3 Billion of Senior Notes.”

         
 

99.2

   

Press Release dated February 19, 2020, titled “Freeport Announces Increase in Aggregate Purchase Price of Offers to Purchase Certain Outstanding Senior Notes.”

         
 

104

   

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


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.

Freeport-McMoRan Inc.

     

By:

 

/s/ Kathleen L. Quirk

 

Kathleen L. Quirk

 

Executive Vice President and

 

Chief Financial Officer (authorized signatory and

 

Principal Financial Officer)

Date: February 20, 2020

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