FREEPORT-McMoRan INC. (NYSE:FCX) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
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, 61% Senior Notes due
2020, 6.625% Senior Notes due 2021, 6.75% Senior Notes due 2022
and 6/% Senior Notes due 2023 (the Existing
Notes) issued by Freeport-McMoRan Oil Gas LLC (FM OG), 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 OG
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
December13, 2016, on December13, 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
December27, 2016. On December29, 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
61% 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/% 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 December12, 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 OG. The New Notes were issued to an Indenture,
dated as of December13, 2016 (the Indenture), among FCX, FM OG,
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 December13, 2016 (the Registration Rights
Agreements), among FCX, FM OG 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 December29, 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 FCXs Current Report on Form 8-K filed with
the SEC on December13, 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 OG of its Deepwater
Gulf of Mexico properties, to prepay or repay a portion of FM OGs
outstanding indebtedness to FCX and FCX may in turn prepay or
repay a portion of FCXs 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.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibits included as part of this
Current Report on Form 8-K are listed in the attached Exhibit
Index.
About FREEPORT-McMoRan INC. (NYSE:FCX)
Freeport-McMoRan Inc. (FCX) is a natural resource company with a portfolio of mineral assets, and oil and natural gas resources. The Company’s segments include the Morenci, Cerro Verde, Grasberg and Tenke Fungurume copper mines, the Rod & Refining operations and the U.S. Oil & Gas Operations. It has organized its operations into five primary divisions: North America copper mines, South America mining, Indonesia mining, Africa mining and Molybdenum mines. Its portfolio of assets includes the Grasberg minerals district in Indonesia, mining operations in North and South America, the Tenke Fungurume (Tenke) minerals district in the Democratic Republic of Congo (DRC) in Africa, and oil and natural gas assets in the United States. Its Atlantic Copper smelts and refines copper concentrates, and markets refined copper and precious metals in slimes. It has a smelter at its Miami, Arizona, mining operation, and molybdenum conversion facilities in the United States and Europe. FREEPORT-McMoRan INC. (NYSE:FCX) Recent Trading Information
FREEPORT-McMoRan INC. (NYSE:FCX) closed its last trading session down -0.09 at 13.48 with 18,482,648 shares trading hands.
