Item 1.01.
Entry into a Material Definitive Agreement
.
On August 1, 2019, 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 $600.0 million aggregate principal amount of its 5.00% Senior Notes due 2027 (the 2027 Senior Notes) and $600.0 million aggregate principal amount of its 5.25% Senior Notes due 2029
(the 2029 Senior Notes and, together with the 2027 Senior Notes, the Notes). The Notes have been offered pursuant to a prospectus supplement dated August 1, 2019, 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 August 15, 2019, 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 redeem all of its outstanding 6.875% Senior Notes due 2023 and to fund its concurrent cash tender offers for up to $430.0 million aggregate purchase price of its 4.00% Senior Notes due 2021, 3.55% Senior Notes due 2022 and 3.875%
Senior Notes due 2023 and the payment of accrued and unpaid interest, premiums, fees and expenses in connection therewith.
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 4.00% Senior Notes due 2021, 3.55% Senior Notes due 2022 and/or 3.875% Senior Notes due 2023 and tender such notes in FCX’s previously announced tender offers, or hold FCX’s 6.875% Senior Notes due 2023 at the time those notes
are redeemed in FCX’s previously announced redemption. 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.