PHOENIX--(BUSINESS WIRE)--
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received and not withdrawn as of 5:00 p.m., New York City (NYC) time, on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:
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Existing Senior Notes
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Aggregate Principal Amount Outstanding
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Principal Amount of Existing Notes Tendered by Early Tender
Deadline and New FCX Notes to be Delivered in Exchange
Therefor *
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Percentage of Existing Notes Tendered
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6.125% due 2019
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$236.9 million
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$177.2 million
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74.79
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%
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6½% due 2020
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$617.0 million
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$551.9 million
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89.45
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%
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6.625% due 2021
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$261.5 million
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$227.6 million
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87.05
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%
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6.75% due 2022
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$448.5 million
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$403.0 million
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89.86
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%
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6⅞% due 2023
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$778.5 million
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$726.5 million
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93.32
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%
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* 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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20161212006261/en/
Source: Freeport-McMoRan Inc.