Freeport-McMoRan Inc. (NYSE: FCX) announced today that it has
completed the sale of $600 million aggregate principal amount of
its 5.00% Senior Notes due 2027 and $600 million aggregate
principal amount of its 5.25% Senior Notes due 2029.
FCX intends to use the net proceeds from the $1.2 billion senior
notes offering to fund its previously announced make-whole
redemption of all of its outstanding $728 million aggregate
principal amount of 6.875% Senior Notes due 2023, the purchase of
approximately $404.9 million aggregate principal amount of its
4.00% Senior Notes due 2021 (the 2021 Notes) and $12.3 million
aggregate principal amount of its 3.55% Senior Notes due 2022 (the
2022 Notes) tendered as of 5:00 p.m., New York City time, on August
14, 2019 (the Early Tender Deadline) pursuant to its cash tender
offers, and the payment of accrued and unpaid interest, premiums,
fees and expenses in connection therewith.
FCX’s previously announced tender offers for up to $430 million
aggregate purchase price (exclusive of accrued interest) of its
2021 Notes, 2022 Notes and 3.875% Senior Notes due 2023
(collectively, the Notes) are being made solely pursuant to the
terms and conditions, including the acceptance priority levels, set
forth in the Offer to Purchase dated August 1, 2019. The financing
condition for the tender offers was satisfied upon completion of
the senior notes offering.
Based on information received from D.F. King & Co., Inc.,
the Tender and Information Agent, as of the Early Tender Deadline,
FCX expects to accept for purchase tenders of (1) all of the 2021
Notes, (2) a portion of the 2022 Notes using a proration factor of
approximately 1.08% and (3) none of the 3.875% Senior Notes due
2023. Settlement of 2021 Notes and 2022 Notes accepted for purchase
is expected to occur on August 16, 2019 (the Early Settlement
Date).
Holders of 2021 Notes and 2022 Notes who validly tendered and
did not validly withdraw their 2021 Notes and 2022 Notes at or
prior to the Early Tender Deadline, and whose 2021 Notes and 2022
Notes are accepted for purchase, will be entitled to receive total
consideration of $1,031.25 per $1,000 2021 Notes (which includes
the $30.00 early tender premium) and $1,017.50 per $1,000 2022
Notes (which includes the $30.00 early tender premium) plus accrued
and unpaid interest from the last interest payment date to, but not
including, the Early Settlement Date. Notes validly tendered at or
prior to the Early Tender Deadline cannot be withdrawn, except as
provided for in the Offer to Purchase or as required by applicable
law.
FCX does not expect to accept for purchase any Notes tendered
after the Early Tender Deadline because the aggregate principal
amount of Notes tendered would result in an aggregate purchase
price that exceeds $430 million. The tender offers are scheduled to
expire at 11:59 p.m., New York City time, on August 28, 2019,
unless extended, earlier expired or terminated by FCX.
FCX has retained J.P. Morgan Securities LLC and BofA Merrill
Lynch 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) 834-6950 or toll-free at (866) 834-4666 or BofA Merrill Lynch
collect at (646) 855-0173 or toll-free at (888) 292-0070. 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) 628-8510 (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. This press release is not a
notice to redeem notes pursuant to the make-whole redemption, and
the completion of the tender offers is not conditioned upon such
redemption. Written notice of the terms of the make-whole
redemption was distributed to registered noteholders on August 1,
2019, by U.S. Bank National Association, as trustee for the notes
being redeemed.
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 either tender
offer, 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 fact, such as plans, projections and expectations
related to the redemption and the tender offers, and the senior
notes offering, including the use of proceeds therefrom. The words
“anticipates,” “may,” “can,” “plans,” “believes,” “estimates,”
“expects,” “projects,” "targets," “intends,” “likely,” “will,”
“should,” “to be,” ”potential" 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 redemption and 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 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, 2018, filed
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190815005485/en/
Financial Contacts: Kathleen L. Quirk (602) 366-8016
David P. Joint (504) 582-4203
Media Contact: Linda S. Hayes (602) 366-7824
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