PHOENIX--(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:
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Senior Notes
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Aggregate Principal Amount Outstanding
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6.125% due 2019
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$236.9 million
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6.50% due 2020
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$617.0 million
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6.625% due 2021
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$261.5 million
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6.75% due 2022
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$448.5 million
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6.875% due 2023
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$778.5 million
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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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Source: Freeport-McMoRan Inc.