Freeport-McMoRan Inc. (NYSE: FCX) announced
today that as of 5:00 p.m., New York City time, on December 4, 2014
(the “Early Participation Date”), pursuant to the cash tender offer
(the “Tender Offer”) by its subsidiary, Freeport-McMoRan Oil &
Gas LLC (the “Company”), the Company has received tenders of $1.66
billion aggregate principal amount of the notes listed in the table
below (collectively the “Notes”) and accepted $1.14 billion
aggregate principal amount of the Notes for total aggregate
consideration of $1.26 billion. The Company has accepted for
purchase the principal amounts of tendered Notes of each series set
forth in the table below.
Series of Notes
CUSIP No.
OutstandingPrincipalAmount(1)
PrincipalAmountTendered(1,2)
PrincipalAmountAccepted
forPurchase(1,3)
Percent
ofOutstandingPrincipal AmountAccepted
forPurchase
TotalConsideration(4,5)
6.125% Senior Notes due 2019 726505AM2 $487.5
$302.9 $250.6 51.40% $1,103.75 6½% Senior
Notes due 2020 726505AN0 $975.0 $548.5
$358.0 36.72% $1,097.50 6.625% Senior Notes due 2021
726505AK6 $390.0 $266.0 $128.5
32.96% $1,107.50 6.75% Senior Notes due 2022
726505AL4 $650.0 $292.1 $201.5 30.99%
$1,127.50 6⅞% Senior Notes due 2023 726505AP5
$975.0 $245.7 $196.5 20.16% $1,140.00
(1) In millions
(2) As of the Early Participation Date
(3) As of the Early Acceptance Date
(4) Per $1,000 principal amount of Notes
that are accepted for purchase, excluding accrued interest.
(5) Includes the $30.00 Early
Participation Amount.
The Tender Offer is being funded with the proceeds from FCX’s
issuance of $3.0 billion in senior notes completed on November 14,
2014. The proceeds from FCX’s sale of senior notes are also being
used to fund essentially all of the company’s 2015 scheduled
maturities (including scheduled term loan amortization and $500
million in 1.40% Senior Notes due 2015), $300 million in 7.625%
Senior Notes due 2020, with the balance of the proceeds being used
to repay bank debt.
The Tender Offer is described in the Offer to Purchase dated
November 20, 2014 (the “Offer to Purchase”) and the related Letter
of Transmittal previously sent to holders of the Notes. As set
forth in the Offer to Purchase, holders of Notes who validly
tendered and did not withdraw their Notes on or prior to the Early
Participation Date, and whose Notes are accepted for purchase, will
be entitled to receive the Total Consideration, which includes an
early participation amount of $30.00 per $1,000 principal amount of
Notes (the “Early Participation Amount”). Accrued and unpaid
interest will be paid on all Notes validly tendered (and not
withdrawn) and accepted for purchase from the applicable last
interest payment date to, but not including, the date on which the
Notes are purchased.
The Company has exercised its right to early accept for purchase
Notes validly tendered on or prior to the Early Participation Date
at a bid price that results in a bid premium less than or equal to
$22.50 (the “Clearing Premium”) as described in the Offer to
Purchase. Since the Notes validly tendered at a bid price that
results in a bid premium equal to or less than the Clearing Premium
would result in an aggregate purchase price equal to the tender
cap, as increased, of $1.26 billion (exclusive of accrued and
unpaid interest) (the “Tender Cap”), the Company will accept for
purchase all Notes validly tendered (and not withdrawn) on or prior
to the Early Participation Date with a bid price that results in a
bid premium less than or equal to the Clearing Price and,
accordingly, such Notes will be purchased without proration. Notes
validly tendered (and not withdrawn) at a bid price that results in
bid premium in excess of the Clearing Premium will not be accepted
for purchase pursuant to the Tender Offer and such Notes will be
returned to holders. Settlement of Notes accepted for purchase is
expected to occur on December 5, 2014.
The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on December 18, 2014, unless extended or earlier
terminated (such time, the “Expiration Date”). Since the Tender Cap
was reached by the Early Participation Date, Notes tendered after
the Early Participation Date during the period remaining until the
Expiration Date will not be purchased pursuant to the Tender
Offer.
The Company has retained BofA Merrill Lynch and J.P. Morgan
Securities LLC to act as the Joint Lead Dealer Managers and BNP
Paribas Securities Corp. to act as Co-Dealer Manager for the Tender
Offer. D.F. King & Co., Inc. is the Information Agent and
Tender Agent for the Tender Offer.
For additional information regarding the terms of the Tender
Offer, please contact: BofA Merrill Lynch at (888) 292-0700 (toll
free) or (980) 683-3215 (collect) or J.P. Morgan Securities LLC at
(866) 834-4666 (toll free) or (212) 834-4811 (collect). Questions
regarding the Tender Offer may also be directed to D.F. King &
Co., Inc. at (866) 207-2356 (toll free) or (212) 269-5550
(collect).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO PURCHASE ANY
NOTES. THE TENDER OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER
TO PURCHASE AND RELATED LETTER OF TRANSMITTAL, WHICH SET FORTH THE
COMPLETE TERMS OF THE TENDER OFFER.
Freeport-McMoRan Inc.
FCX is a premier U.S.-based natural resources company with an
industry-leading global portfolio of mineral assets, significant
oil and gas resources and a growing production profile. FCX is the
world's largest publicly traded copper producer.
FCX's portfolio of assets includes the Grasberg minerals
district in Indonesia, one of the world's largest copper and gold
deposits; significant mining operations in the Americas, including
the large-scale Morenci minerals district in North America and the
Cerro Verde operation in South America; the Tenke Fungurume
minerals district in the Democratic Republic of Congo; and
significant oil and natural gas assets in North America, including
reserves in the Deepwater Gulf of Mexico (GOM), onshore and
offshore California and in the Haynesville natural gas shale play,
and an industry-leading position in the emerging shallow water
Inboard Lower Tertiary/Cretaceous natural gas trend on the Shelf of
the GOM and onshore in South Louisiana.
Cautionary Statement Regarding Forward-Looking
Statements: This press release contains forward-looking
statements, which are all statements other than statements of
historical facts. The words “anticipates,” “may,” “can,” “plans,”
“believes,” "potential," “estimates,” “expects,” “projects,”
"targets," “intends,” “likely,” “will,” “should,” “to be,” 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 its actual results may differ materially from those
anticipated, 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 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, 2013, filed with the U.S. Securities and
Exchange Commission (SEC) as updated by FCX’s subsequent filings
with the SEC.
Investors are cautioned that many of the assumptions on which
FCX's forward-looking statements are based are likely to change
after its 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 or may not be able
to control. Further, FCX may make changes to its business plans
that could or will affect its results. FCX cautions investors that
it does not intend to update forward-looking statements more
frequently than quarterly notwithstanding any changes in FCX's
assumptions, changes in business plans, actual experience or other
changes, and FCX undertakes no obligation to update any
forward-looking statements.
Freeport-McMoRan Inc.Financial Contacts:Kathleen L. Quirk,
602-366-8016orDavid P. Joint, 504-582-4203orMedia Contact:Eric E.
Kinneberg, 602-366-7994
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