Freeport-McMoRan Inc. (NYSE: FCX) announced today the early
tender results of its previously announced cash tender offers to
purchase up to $1.5 billion aggregate purchase price (the principal
amount of Notes that does not cause such amount to be exceeded,
subject to further increase, decrease or elimination, the Aggregate
Maximum Tender Cap) of its 3.55% Senior Notes due 2022, 3.875%
Senior Notes due 2023 and 4.55% Senior Notes due 2024 (the 2024
Notes) (collectively, the Notes).
Based on information received from D.F. King & Co., Inc.,
the Tender and Information Agent, the aggregate principal amounts
of each series of Notes that were validly tendered and not validly
withdrawn at or prior to 5:00 p.m., New York City time, on July 24,
2020 (such time and date, the Early Tender Deadline) are set forth
in the table below:
Series of Notes
CUSIP Number(s)
Aggregate Principal Amount
Outstanding (in millions)
Aggregate Principal Amount
Tendered and Accepted (in millions)
Aggregate Principal Amount
Remaining Outstanding After Repurchase (in millions)
Tender
Consideration(1)
Early Tender Premium
Total Consideration
(1)(2)
3.55% Senior Notes due 2022
35671DAU9
$805.7
$272.4
$533.3
$1,002.50
$30.00
$1,032.50
3.875% Senior Notes due 2023
35671DAX3 U31386AE2 35671DAZ8
$1,922.5
$925.9
$996.6
$1,010.00
$30.00
$1,040.00
4.55% Senior Notes due 2024
35671DBL8
$850.0
$118.9
$731.1
$1,020.00
$30.00
$1,050.00
Total
$3,578.2
$1,317.3
$2,261.0
(1)
Per $1,000 principal amount of Notes
validly tendered (and not validly withdrawn) and accepted for
purchase by FCX. Excludes accrued and unpaid interest, which will
be paid on Notes accepted for purchase by FCX as described
below.
(2)
Includes the $30.00 Early Tender
Premium.
In addition, FCX announced today that it has amended the terms
and conditions of the tender offers to extend the deadline for
receiving the Early Tender Premium of $30.00 for each $1,000
principal amount of Notes tendered to be through 11:59 p.m., New
York City time, on August 7, 2020, unless extended, or earlier
expired or terminated by FCX (such time and date, as the same may
be extended, or earlier expired or terminated by us in our sole
discretion with respect to one or more series of Notes, the
Expiration Date) with respect to each series of Notes. Furthermore,
FCX announced that it has eliminated the aggregate purchase
sublimit of $100 million of aggregate principal amount of 2024
Notes that may be purchased pursuant to the tender offers.
Subject to these amendments and our previously announced
amendment to the tender offers, all other terms and conditions of
the tenders offers remain unchanged and are being made solely
pursuant to the terms and conditions, including the Aggregate
Maximum Tender Cap and acceptance priority levels, set forth in the
Offer to Purchase, dated July 13, 2020 (as amended and supplemented
from time to time, the Offer to Purchase).
FCX expects to accept for purchase all of the notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline, and settlement of such Notes is expected to occur on July
28, 2020 (the Early Settlement Date). Holders of Notes who validly
tendered and did not validly withdraw their Notes at or prior to
the Early Tender Deadline and whose Notes are accepted for purchase
will be entitled to receive the applicable Total Consideration set
forth in the table above, which includes the Early Tender Premium
for the Notes, of $30.00 per $1,000 principal amount of Notes
validly tendered, plus accrued and unpaid interest from the last
interest payment date to, but not including, the Early Settlement
Date. Notes validly tendered at or prior to the Early Tender
Deadline cannot be withdrawn, except as provided for in the Offer
to Purchase or as required by applicable law. Because the deadline
for receiving the Early Tender Premium has been extended through
the Expiration Date, holders who validly tender Notes following the
Early Tender Deadline and at or prior to the Expiration Date will
now receive the applicable Total Consideration set forth in the
table above (which includes the $30.00 Early Tender Premium) for
such Notes accepted for purchase.
If purchasing all Notes validly tendered after the Early Tender
Deadline would cause the Aggregate Maximum Tender Cap to be
exceeded, FCX will accept for purchase such Notes in accordance
with their acceptance priority level up to the Aggregate Maximum
Tender Cap, with Notes of a given acceptance priority level being
accepted on a pro rata basis in the event of oversubscription (with
adjustments to avoid the purchase of Notes in a principal amount
other than in integral multiples of $1,000). Following the Early
Settlement Date, FCX expects approximately $131 million of the $1.5
billion aggregate purchase price will remain available.
The financing condition for the tender offers is expected to be
satisfied upon completion of FCX’s previously announced senior
notes offering. The tender offers are scheduled to expire at the
Expiration Date.
FCX has retained J.P. Morgan Securities LLC, BofA Securities and
Citigroup Global Markets Inc. as dealer managers for the tender
offers. D.F. King & Co., Inc. is the Tender and Information
Agent for the tender offers. For additional information regarding
the terms of the tender offers, please contact J.P. Morgan
Securities LLC collect at (212) 834-3424 or toll-free at (866)
834-4666, BofA Securities collect at (980) 388-3646 or email
debt_advisory@bofa.com or Citigroup Global Markets Inc. collect at
(212) 723-6106 or toll-free at (800) 558-3745. Requests for copies
of the Offer to Purchase and questions regarding the tendering of
Notes may be directed to D.F. King & Co., Inc. at (212)
269-5550 (for banks and brokers) or (800) 549-6864 (all others,
toll-free) or email fcx@dfking.com.
This press release is for informational purposes only and does
not constitute an offer to purchase securities or a solicitation of
an offer to sell any securities nor does it constitute an offer or
solicitation in any jurisdiction in which such offer or
solicitation is unlawful.
None of FCX, the Tender and Information Agent, the Dealer
Managers or the Trustee (nor any of their respective directors,
officers, employees or affiliates) makes any recommendation as to
whether holders should tender their Notes pursuant to any of the
tender offers, and no one has been authorized by any of them to
make such a recommendation. Holders must make their own decisions
as to whether to tender their Notes, and, if so, the principal
amount of Notes to tender.
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 one of the world’s largest
publicly traded copper producers.
FCX’s portfolio of assets includes the Grasberg minerals
district in Indonesia, one of the world’s largest copper and gold
deposits; and significant mining operations in North America and
South America, including the large-scale Morenci minerals district
in Arizona and the Cerro Verde operation in Peru.
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 plans, projections or expectations
related to the tender offers and the senior notes offering,
including the use of proceeds therefrom. The words “anticipates,”
“may,” “can,” “plans,” “believes,” “estimates,” “expects,”
“projects,” "targets," “intends,” “likely,” “will,” “should,”
“could,” “to be,” “potential,” “assumptions,” “guidance,” future”
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,
expected, 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, but are not limited to, FCX’s ability to consummate the
tender offers; corporate developments that could preclude, impair
or delay the aforementioned transactions due to restrictions under
the federal securities laws; changes in the credit ratings of FCX;
changes in FCX’s cash requirements, financial position, financing
plans or investment plans; changes in general market, economic,
tax, regulatory or industry conditions; the duration and scope of
and uncertainties associated with the COVID-19 pandemic, and the
impact thereof on commodity prices, FCX's business and the global
economy 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, 2019 and Quarterly Report on Form 10-Q for
the quarter ended March 31, 2020, each 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: https://www.businesswire.com/news/home/20200727005426/en/
Financial Contacts: Kathleen L. Quirk (602) 366-8016
David P. Joint (504) 582-4203
Media Contact: Linda S. Hayes (602) 366-7824
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