Freeport-McMoRan Inc. (NYSE: FCX) announced today the early
results of its previously announced offers to eligible holders to
exchange any and all of the outstanding senior notes issued by
Freeport-McMoRan Oil & Gas LLC (FM O&G), FCX Oil & Gas
LLC and FMSTP Inc., as co-issuers, and guaranteed by FCX, for (1)
new senior notes to be issued by FCX and guaranteed by FM O&G
and (2) cash.
The following table sets forth a summary of tenders and consents
validly received and not withdrawn as of 5:00 p.m., New York City
(NYC) time, on December 12, 2016, the early tender deadline,
according to D.F. King & Co., Inc., the exchange agent and
information agent in connection with the exchange offers and
consent solicitations:
ExistingSenior Notes
Aggregate PrincipalAmount
Outstanding
Principal Amount of ExistingNotes
Tendered by EarlyTender Deadline and NewFCX Notes to be Deliveredin
Exchange Therefor *
Percentage ofExisting
NotesTendered
6.125% due 2019 $236.9 million $177.2 million 74.79 % 6½% due 2020
$617.0 million $551.9 million 89.45 % 6.625% due 2021 $261.5
million
$227.6 million
87.05
% 6.75% due 2022 $448.5 million $403.0 million 89.86 % 6⅞% due 2023
$778.5 million $726.5 million 93.32 %
* FCX will pay approximately $14.5 million in cash consideration
for the existing notes tendered as of the early settlement date and
accepted for exchange plus accrued and unpaid interest up to, but
not including, the early settlement date.
FCX expects the early settlement date for the exchange offers to
be on December 13, 2016.
FCX has received the requisite consents from holders of the
existing notes to amend the indentures governing the existing notes
to eliminate certain of the covenants, restrictive provisions and
events of default and conform certain covenants to those in the
outstanding notes of FCX. The co-issuers, FCX and the trustee for
the existing notes will enter into a supplemental indenture that
will give effect to the proposed amendments to the indentures
governing the existing notes. FCX intends to accept for exchange
the existing notes validly tendered in the exchange offers on the
early settlement date, at which time such amendments will become
operative with respect to the existing notes that remain
outstanding. Those notes will no longer have the benefit of the
protection of the covenants, restrictive provisions and events of
default eliminated by the applicable proposed amendments and will
be subject to the covenants as modified by the proposed
amendments.
Notwithstanding the expected early settlement on December 13,
2016, eligible holders of the remaining existing notes totaling
$256.1 million may still tender through 11:59 p.m., NYC time, on
December 27, 2016, unless extended or terminated, and any such
tenders will be irrevocable. For each $1,000 principal amount of
existing notes tendered before the expiration time, eligible
holders will receive $970 principal amount of new FCX senior notes
and the cash consideration as set forth in the offering memorandum
and consent solicitation statement and FCX’s press release, each
dated November 29, 2016.
Eligible holders of the existing notes that do not validly
tender before the expiration time will continue to hold those
notes, but such notes will no longer have the benefit of the
protection of the covenants, restrictive provisions and events of
default eliminated by the applicable proposed amendments and will
be subject to the covenants as modified by the proposed
amendments.
The new FCX senior notes have not been registered with the
Securities and Exchange Commission (SEC) under the Securities Act
of 1933, as amended (Securities Act), or any state or foreign
securities laws. The new senior notes may not be offered or sold in
the United States or to any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Only persons who
certify that they are (1) “qualified institutional buyers” within
the meaning of Rule 144A under the Securities Act or (2) not “U.S.
persons” and are outside of the United States within the meaning of
Regulation S under the Securities Act, are authorized to receive
and review the offer materials. The complete terms and conditions
of the exchange offers and related consent solicitations are
described in the offer materials, copies of which may be obtained
by contacting D.F. King & Co., Inc., the exchange agent and
information agent in connection with the exchange offers and
related consent solicitations, at (888) 886-4425 (U.S. toll-free)
or (212) 269-5550 (banks and brokers) or by visiting
www.dfking.com/fcx. Holders that are not eligible holders will not
be able to receive such documents, but FCX will make alternative
arrangements available. Such holders should contact D.F. King &
Co., Inc. to receive information about arrangements available to
them.
If you are a holder of existing notes and wish to participate in
an exchange offer for which you are eligible and your existing
notes are held by a custodial entity, such as a commercial bank,
broker, dealer, trust company or other nominee, you must instruct
that custodial entity to tender your existing notes on your behalf
pursuant to the procedures of that custodial entity. Please contact
your custodial entity as soon as possible to give them sufficient
time to meet your requested deadline. Beneficial owners are urged
to appropriately instruct their commercial bank, broker, custodian
or other nominee at least five business days prior to the
expiration time in order to allow adequate processing time for
their instruction.
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 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.
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 the exchange
offers and completion of the consent solicitations to amend the
indentures governing the existing 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 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 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/20161212006261/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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