Freeport-McMoRan Commences Consent Solicitations to Amend Freeport-McMoRan Oil & Gas Senior Notes Indentures
September 12 2016 - 4:06PM
Business Wire
Freeport-McMoRan Inc. (NYSE: FCX) announced today that it and
its wholly owned subsidiaries, Freeport-McMoRan Oil & Gas LLC
(FM O&G) and FCX Oil & Gas Inc. (FCX O&G), have
commenced the solicitation of consents to amend the indenture
governing the following notes of FM O&G and FCX O&G,
totaling $2.3 billion aggregate principal amount as of September 9,
2016:
Senior Notes Aggregate Principal Amount
Outstanding 6.125% due 2019 $236.9 million 6.50% due 2020 $617.0
million 6.625% due 2021 $261.5 million 6.75% due 2022 $448.5
million 6.875% due 2023 $778.5 million
The Notes are fully and unconditionally guaranteed by FCX. The
purpose of the consent solicitations is to obtain from holders
approval of the proposed amendments to align certain covenants in
the indenture with those governing the existing notes issued by
FCX. The consent solicitations are being made in connection with
FCX’s recently announced sale of its Deepwater Gulf of Mexico oil
and gas properties.
The consent solicitation with respect to each series of Notes is
conditioned upon the completion of each of the other consent
solicitations. The consent solicitations are being made in
accordance with the terms and subject to the conditions stated in a
Consent Solicitation Statement, dated September 12, 2016, and in a
related Consent Form to holders of record as of 5:00 p.m., New York
City time, on September 9, 2016. Each consent solicitation is
scheduled to expire at 5:00 p.m., New York City time, on September
23, 2016, unless extended or earlier terminated (the Expiration
Date).
Holders of Notes who validly deliver consents to the proposed
amendments in the manner described in the Consent Solicitation
Statement will be eligible to receive consent consideration equal
to $2.50 per $1,000 principal amount of Notes for which consents
have been validly delivered prior to the Expiration Date (and not
validly revoked). Holders providing consents after the Expiration
Date will not receive consent consideration. Consent consideration
will be paid to consenting holders as promptly as practicable after
the satisfaction or waiver of the conditions to the consent
solicitations, as further described in the Consent Solicitation
Statement. The consummation of each consent solicitation is subject
to a number of conditions that are set forth in the Consent
Solicitation Statement, including, without limitation, (1) the
receipt of the consent of the holders of at least a majority in
aggregate principal amount of the outstanding Notes of each series
prior to the Expiration Date and (2) the execution and
effectiveness of the supplemental indenture effecting the proposed
amendments to the Indenture with respect to the applicable series
of Notes.
Consents may be revoked prior to the date the supplemental
indenture giving effect to the proposed amendments is executed and
becomes effective (which is expected to be promptly after receipt
of the requisite consents for each series of Notes, which may occur
prior to the Expiration Date). If the requisite consents for such
amendments are received, then upon execution of the supplemental
indenture and payment of the consent consideration, the amendments
will be operative and be binding upon all holders of Notes, whether
or not such holders have delivered consents. A more comprehensive
description of the consent solicitations can be found in the
Consent Solicitation Statement and related Consent Form.
J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner
& Smith Incorporated are the Solicitation Agents in connection
with the consent solicitations. Persons with questions regarding
the consent solicitations should contact J.P. Morgan Securities LLC
at (212) 270-7765 (collect) or (866) 834-4666 (toll-free)
(Attention: Liability Management Group). Requests for copies of the
solicitation documents and other related materials should be
directed to D.F. King & Co., Inc., the Information and
Tabulation Agent for the consent solicitations, at (212) 269-5550
(collect) or (888) 886-4425 (toll-free).
This press release, the Consent Solicitation Statement and
related Consent Form shall not constitute an offer to sell or a
solicitation of an offer to purchase any Notes or other securities.
The consent solicitations are being made only by, and pursuant to
the terms of, the solicitation documents, and the information in
this press release is qualified by reference to the solicitation
documents. No recommendation is made, or has been authorized to be
made, as to whether or not holders of Notes should consent to the
adoption of the proposed amendments to the consent solicitations.
Each holder of Notes must make its own decision as to whether to
give its consent to the proposed amendments.
FCX is a premier U.S.-based natural resources company with an
industry-leading global portfolio of mineral assets. 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. 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 facts, such as expectations related to completion of the
consent solicitations to amend the indenture governing the 2019
Notes, the 2020 Notes, the 2021 Notes, the 2022 Notes, and the 2023
Notes. 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, 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 the delivery of the
requisite consents from the holders of each series of Notes to
effect the Proposed Amendments to the Indenture 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, 2015,
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 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: http://www.businesswire.com/news/home/20160912006442/en/
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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