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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Freeport-McMoRan Inc. (“FCX”) today announced the expiration and final results of its previously announced offers to eligible holders to exchange any
and all of the outstanding 6.125% Senior Notes due 2019, 6
1
⁄
2
% Senior Notes due 2020, 6.625% Senior Notes due 2021, 6.75% Senior Notes due 2022 and 6
7
/
8
% Senior Notes due 2023 (the “Existing 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 (each an “Exchange Offer” and together the “Exchange
Offers”). Concurrently with the Exchange Offers, FCX solicited consents from the eligible holders of the Existing Notes to amend the indentures governing the Existing Notes (collectively, the “Consent Solicitations”). As previously
disclosed (and as more fully described) in the Current Report on Form 8-K of FCX filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2016, on December 13, 2016, FCX successfully consummated the early
settlement of the Exchange Offers and Consent Solicitations (the “Early Settlement”).
The Exchange Offers and Consent Solicitations expired at
11:59 p.m., New York City time, on December 27, 2016. On December 29, 2016, FCX accepted for exchange an additional (i) $2,021,000 aggregate principal amount of 6.125% Senior Notes due 2019, (ii) $197,000 aggregate principal
amount of 6
1
⁄
2
% Senior Notes due 2020, (iii) $510,000 aggregate principal amount of 6.625% Senior Notes due 2021, (iv) $710,000 aggregate principal
amount of 6.75% Senior Notes due 2022 and (v) $1,563,000 aggregate principal amount of 6
7
/
8
% Senior Notes due 2023, issued by the
co-issuers and guaranteed by FCX, that had been tendered in each case after the early tender deadline of 5:00 p.m., New York City time, on December 12, 2016 and prior to the expiration time of the Exchange Offers, and issued an additional
(i) $1,959,000 aggregate principal amount of 6.125% Senior Notes due 2019 (the “New 2019 Notes”), (ii) $188,000 aggregate principal amount of 6.50% Senior Notes due 2020 (the “New 2020 Notes”), (iii) $493,000
aggregate principal amount of 6.625% Senior Notes due 2021 (the “New 2021 Notes”), (iv) $688,000 aggregate principal amount of 6.75% Senior Notes due 2022 (the “New 2022 Notes”) and (v) $1,512,000 aggregate principal
amount of 6.875% Senior Notes due 2023 (the “New 2023 Notes” and, together with the New 2019 Notes, the New 2020 Notes, the New 2021 Notes and the New 2022 Notes, the “New Notes”), guaranteed by FM O&G. The New Notes were
issued pursuant to an Indenture, dated as of December 13, 2016 (the “Indenture”), among FCX, FM O&G, as guarantor, and U.S. Bank National Association, as trustee. The holders of the New Notes are entitled to the benefits of the
Registration Rights Agreements with respect to each series of New Notes, dated as of December 13, 2016 (the “Registration Rights Agreements”), among FCX, FM O&G and J.P. Morgan Securities LLC and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as dealer managers and solicitation agents (the “Dealer Managers”). The Indenture, the forms of the New 2019 Notes, the New 2020 Notes, the New 2021 Notes, the New 2022 Notes and the New 2023 Notes,
and the Registration Rights Agreements are included as Exhibits 4.1 through 4.11 to this Current Report on Form 8-K and are incorporated herein by reference.
The New Notes were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other
jurisdiction. The New Notes were offered only to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under
the Securities Act.
The terms of the New Notes of each series issued on December 29, 2016 are substantially identical to the terms of the New Notes
of such series issued in connection with the Early Settlement. The New 2019 Notes are Additional 2019 Securities under the Indenture and form a single series with the $177,168,000 aggregate principal amount of 6.125% Senior Notes due 2019 issued in
the Early Settlement; the New 2020 Notes are Additional 2020 Securities under the Indenture and form a single series with the $551,919,000 aggregate principal amount of 6.50% Senior Notes due 2020 issued in the Early Settlement; the New 2021 Notes
are Additional 2021 Securities under the Indenture and form a single series with the $227,640,000 aggregate principal amount of 6.625% Senior Notes due 2021 issued in the Early Settlement; the New 2022 Notes are Additional 2022 Securities under the
Indenture and form a single series with the $403,019,000 aggregate principal amount of 6.75% Senior Notes due 2022 issued in the Early Settlement; and the New 2023 Notes are Additional 2023 Securities under the Indenture and
form a single series with the $726,518,000 aggregate principal amount of 6.875% Senior Notes due 2023 issued in the Early Settlement. The material terms of the Indenture, each series of New Notes
and the Registration Rights Agreements have been previously disclosed (and are more fully described) in FCX’s Current Report on Form 8-K filed with the SEC on December 13, 2016, which such descriptions are incorporated herein in their
entirety by this reference.
The dealer managers and solicitation agents for the exchange offers and the consent solicitations, J.P. Morgan Securities LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Dealer Managers”), and their affiliates have, from time to time, provided and/or are currently providing investment banking, commercial banking and financial advisory
services to FCX and its affiliates. The Dealer Managers may in the future provide various investment banking, commercial banking and other services to FCX and its affiliates, for which they would receive customary compensation from FCX. In addition,
FCX may use all or a portion of the proceeds from asset sales, including the previously announced sale by FM O&G of its Deepwater Gulf of Mexico properties, to prepay or repay a portion of FM O&G’s outstanding indebtedness to FCX and
FCX may in turn prepay or repay a portion of FCX’s outstanding indebtedness to its lenders. The Dealer Managers or their affiliates would receive such proceeds to the extent FCX elects to use such proceeds to prepay or repay indebtedness held
by the Dealer Managers or their affiliates.