Freeport-McMoRan Inc. (NYSE: FCX) announced today that notice
has been issued to redeem on September 3, 2019, all of its
outstanding $728.0 million aggregate principal amount of 6.875%
Senior Notes due 2023 (Redemption Notes), at a make-whole
redemption price to be calculated in accordance with the terms of
the indenture governing the Redemption Notes, plus accrued and
unpaid interest on the Redemption Notes to be redeemed from the
last interest payment date of August 15, 2019, to, but not
including, the redemption date.
FCX also announced today that it has commenced cash tender
offers to purchase a portion of its outstanding 4.00% Senior Notes
due 2021, 3.55% Senior Notes due 2022 and 3.875% Senior Notes due
2023 (collectively, the Notes) for an aggregate purchase price up
to $430.0 million (such amount, subject to increase, decrease or
elimination, the Aggregate Maximum Tender Cap), subject to the
acceptance priorities set forth in the table below:
Series of Notes
CUSIP Number(s)
Aggregate Principal Amount
Outstanding
(in millions)
Acceptance Priority
Level
Tender
Consideration(1)
Early Tender Premium
Total Consideration
(1)(2)
4.00% Senior Notes due 2021
35671DBH7
$600.0
1
$1,001.25
$30.00
$1,031.25
3.55% Senior Notes due 2022
35671DAU9
$1,892.5
2
$987.50
$30.00
$1,017.50
3.875% Senior Notes due 2023
35671DAX3
U31386AE2
35671DAZ8
$1,922.5
3
$987.50
$30.00
$1,017.50
(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not validly withdrawn) and accepted for purchase by FCX.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.
The net proceeds from one or more debt financings and, if
necessary, cash on hand or available liquidity, will be used to
fund the redemption and the tender offers. FCX will not be
obligated to accept for purchase any Notes pursuant to the tender
offers unless certain conditions are satisfied or waived by FCX,
including FCX having obtained a minimum of $1.2 billion in gross
proceeds from one or more debt financings, as the same may be
upsized. No tender offer is conditioned on any minimum amount of
Notes being tendered or the consummation of the other tender
offers. Subject to applicable law, FCX may amend, extend or
terminate any of the tender offers in its sole discretion.
The tender offers are being made solely pursuant to the terms
and conditions set forth in an Offer to Purchase, dated August 1,
2019, which sets forth a more detailed description of the tender
offers. Holders of the Notes are urged to carefully read the Offer
to Purchase before making any decision with respect to the tender
offers.
Each offer will expire at 11:59 p.m., New York City time, on
August 28, 2019, unless extended, earlier expired or terminated by
FCX (such time and date, as the same may be extended, earlier
expired or terminated by us in our sole discretion with respect to
one or more series of Notes, the Expiration Date). Tendered Notes
may be withdrawn at or prior to 5:00 p.m., New York City time, on
August 14, 2019, by following the procedures in the Offer to
Purchase, but may not thereafter be validly withdrawn, except as
provided for in the Offer to Purchase or required by applicable
law.
Holders of Notes must validly tender and not validly withdraw
their Notes at or prior to 5:00 p.m., New York City time, on August
14, 2019 (such time and date, as the same may be extended by FCX in
its sole discretion with respect to one or more series of Notes,
the Early Tender Deadline) in order to be eligible to receive the
applicable Total Consideration, which includes the Early Tender
Premium for the Notes of $30.00 per $1,000 principal amount of
Notes tendered. Holders who validly tender their Notes after the
Early Tender Deadline and at or prior to the Expiration Date will
be eligible to receive only the applicable Tender Consideration, as
set forth in the table above. Accrued and unpaid interest will be
paid on all Notes validly tendered and accepted for purchase from
the last applicable interest payment date up to, but not including,
the applicable Settlement Date.
The order of priority for the purchase of the Notes is shown in
the table above, with “1” being the highest acceptance priority
level and “3” being the lowest acceptance priority level. If
purchasing all of the validly tendered and not validly withdrawn
Notes of a given acceptance priority level on the applicable
Settlement Date would cause the Aggregate Maximum Tender Cap to be
exceeded on such Settlement Date, FCX will accept for purchase such
Notes on a pro rata basis, so as to not exceed the Aggregate
Maximum Tender Cap (with adjustments to avoid the purchase of Notes
in a principal amount other than in integral multiples of
$1,000).
Subject to the Aggregate Maximum Tender Cap, FCX will accept
Notes for purchase as follows: (1) with respect to Notes tendered
at or prior to the Early Tender Deadline, all Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline having a higher acceptance priority level will be accepted
before any Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Deadline having a lower acceptance
priority level are accepted and (2) with respect to Notes tendered
after the Early Tender Deadline and at or prior to the Expiration
Date, all Notes validly tendered and not validly withdrawn after
the Early Tender Deadline having a higher acceptance priority level
will be accepted before any Notes validly tendered and not validly
withdrawn after the Early Tender Deadline having a lower acceptance
priority level are accepted. For the avoidance of doubt, Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline will, subject to the Aggregate Maximum Tender Cap,
be accepted for purchase in priority to other Notes validly
tendered and not validly withdrawn after the Early Tender Deadline
and at or prior to the Expiration Date, even if such Notes validly
tendered and not validly withdrawn after the Early Tender Deadline
and at or prior to the Expiration Date have a higher acceptance
priority level than Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline.
FCX reserves the right to, but is under no obligation to, at any
time after the Early Tender Deadline and before the Expiration
Date, accept for purchase Notes that have been validly tendered and
not validly withdrawn at or prior to the Early Tender Deadline on a
date determined at FCX’s option (such date, if any, the Early
Settlement Date). FCX currently expects the Early Settlement Date,
if any, to occur on August 16, 2019. If FCX chooses to exercise its
option to have an Early Settlement Date, FCX will purchase any
remaining Notes that have been validly tendered and not validly
withdrawn after the Early Tender Deadline and at or prior to the
Expiration Date, subject to the Aggregate Maximum Tender Cap, the
application of the acceptance priority levels and all conditions to
the tender offers having been satisfied or waived by FCX, on a date
following the Expiration Date (the Final Settlement Date, and each
of the Early Settlement Date and the Final Settlement Date, a
Settlement Date). The Final Settlement Date is expected to occur
promptly following the Expiration Date, and is currently expected
to occur on August 30, 2019, unless extended by FCX. If FCX chooses
not to exercise its option to have an Early Settlement Date, FCX
will purchase all Notes that have been validly tendered and not
validly withdrawn at or prior to the Expiration Date, subject to
the Aggregate Maximum Tender Cap, the application of the acceptance
priority levels and all conditions to the tender offers having been
satisfied or waived by FCX, on the Final Settlement Date. Tenders
of Notes submitted after the Expiration Date will not be valid.
FCX has retained J.P. Morgan Securities LLC and BofA Merrill
Lynch 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) 834-6950 or toll-free at (866) 834-4666 or BofA Merrill Lynch
collect at (646) 855-0173 or toll-free at (888) 292-0070. 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) 628-8510 (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 or an offer to sell or the
solicitation of an offer to purchase any securities nor does it
constitute an offer or solicitation in any jurisdiction in which
such offer or solicitation is unlawful. This press release is not a
notice to redeem the Redemption Notes, and the completion of the
tender offers is not conditioned upon redemption of the Redemption
Notes. Written notice of the terms of the make-whole redemption was
distributed to registered noteholders on August 1, 2019, by U.S.
Bank National Association, as trustee for the Redemption Notes.
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 either tender
offer, 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. 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 fact, such as plans, projections and expectations
related to the proposed redemption and tender offers, and the debt
financing, including the use of proceeds therefrom. 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, 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 redemption, tender
offers and debt financing, the possibility that FCX’s existing
noteholders will not be receptive to 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 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, 2018, filed 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/20190801005539/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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