Item 1.01
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Entry into a Material Definitive Agreement
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On
May 16, 2016, Freeport-McMoRan Inc. (the Company) entered into a distribution agreement (the Distribution Agreement) with Noble Drilling (U.S.) LLC (the Selling Stockholder) and J.P. Morgan Securities LLC and
HSBC Securities (USA) Inc. (collectively, the Sales Agents). If the Company issues shares of its common stock, par value $0.10 per share (the Shares) to the Selling Stockholder pursuant to a settlement and termination
agreement (the Settlement Agreement) by and among the Company, Freeport-McMoRan Oil & Gas LLC, the Companys wholly owned subsidiary, and the Selling Stockholder, then the Selling Stockholder, pursuant to the terms of the
Distribution Agreement, may offer and sell the Shares having an aggregate value of up to $540,000,000 from time to time through one or more of the Sales Agents.
Sales of the Shares, if any, would be made by means of ordinary brokers transactions or block trades on the New York Stock Exchange at market prices or as otherwise agreed between the Company, the Selling
Shareholder and one or more of the Sales Agents. The Selling Stockholder may also agree to sell the Shares to one or more of the Sales Agents as principal for its own account on terms agreed to by the parties to such agreement. The Sales Agents will
receive from the Selling Stockholder a commission equal to a percentage, not to exceed 1.50%, of the gross sales price per share (based on a volume weighted average price) of the Shares sold in agency transactions under the Distribution Agreement,
of which 1% of the gross sales price is payable by us pursuant to the Settlement Agreement.
The Shares are registered under the Securities Act of 1933,
as amended (the Securities Act), pursuant to the Companys shelf registration statement (File No. 333-206257) (the Registration Statement) on Form S-3, which was filed with the Securities and Exchange Commission
(the SEC) on August 10, 2015.
The Distribution Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the
description of the Distribution Agreement is qualified in its entirety by reference to such exhibit. For a more detailed description of the Distribution Agreement, see the disclosure under the caption Plan of Distribution contained in
the Companys prospectus supplement dated May 16, 2016 to the prospectus dated August 10, 2015, that has been filed with the SEC pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated by reference.
The Distribution Agreement is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
In the ordinary
course of its business, each of the Sales Agents has and/or its affiliates have in the past performed, and may continue to perform, investment banking, lending, broker dealer, financial advisory or other services for us for which they have received,
or may receive, separate fees. During the period from August 11, 2015 through September 17, 2015, J.P. Morgan Securities LLC acted as the Companys sales agent for sales of shares of the Companys common stock pursuant to a
distribution agreement dated August 10, 2015 between the Company and J.P. Morgan Securities LLC. During the period from September 18, 2015, through February 29, 2016, each of J.P. Morgan Securities LLC and HSBC Securities (USA) Inc. acted as
the Companys sales agents for sales of shares of the Companys common stock pursuant to a distribution agreement dated September 18, 2015 among the Company, J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. and the other sales agents
party thereto. In addition, in the ordinary course of its business activities, the Sales Agents and/or their affiliates may make or hold a broad array of investments and actively traded debt and equity securities (or related derivative securities)
and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The Sales Agents and
their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short
positions in such securities and instruments. Under the Companys revolving credit facility and term loan (senior credit facilities), JPMorgan Chase Bank, N.A. is administrative agent and HSBC Bank USA is a co-documentation agent under one or
both of our senior credit facilities, and affiliates of each of the Sales Agents are also lenders under one or both of these facilities. Under the senior unsecured term loan credit facility of our subsidiary, Sociedad Minera Cerro Verde S.A.A., HSBC
Securities (USA) Inc. acted as a joint lead arranger, and affiliates of certain of the Sales Agents are also lenders under this facility. JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, acted as administrative and collateral
agent under the Companys amended and restated term loan, and acted administrative agent, collateral agent and swingline lender under the Companys amended and restated credit facility.
A copy of the opinion of Davis Polk & Wardwell LLP relating to the legality of the Shares is filed as Exhibit 5.1 to this Current Report and is filed with
reference to, and is hereby incorporated by reference into, the Registration Statement.