As filed with the Securities and Exchange Commission on June 3, 2013
Registration No. 333-171950
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
McMoRan
Exploration Co.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
72-1424200
(I.R.S. Employer
Identification Number)
1615 Poydras Street
New Orleans, Louisiana 70112
(504) 582-4000
(
Address, including zip code, and telephone
number, including area code, of registrants principal executive offices)
Douglas N.
Currault II
Assistant General Counsel and Assistant Secretary
McMoRan Exploration Co.
1615 Poydras Street
New Orleans, Louisiana 70112
(504) 582-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Monique A. Cenac
Jones Walker LLP
333 N. Central Avenue
Phoenix, Arizona 85004
(602) 366-7604
Approximate date of
commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box:
¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box:
¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
¨
If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Automatic Shelf Registration Statement on Form S-3 (Registration No. 333-171950) of McMoRan Exploration Co., a Delaware corporation (the
Company
), which was filed with the Securities and Exchange Commission and became effective on January 28, 2011 (the
Registration Statement
). The Registration Statement was filed in accordance with the
Registration Rights Agreements, dated as of December 30, 2010 (the
Registration Rights Agreements
) with respect to the offer and resale from time to time of up to 200,000 shares of the Companys 5.75% Convertible
Perpetual Preferred Stock, Series 1 (the
Preferred Stock
), $200 million aggregate principal amount of the Companys 4% Convertible Senior Notes due 2017 (the
Notes
) and any shares of the Companys
common stock, par value $0.01 per share (the
Common Stock
), issuable upon conversion of the Preferred Stock or the Notes (the
Underlying Common Stock
) by a group of institutional investors (the
Selling
Security Holders
).
On June 3, 2013, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of
December 5, 2012 by and among the Company, Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (
FCX
), and INAVN Corp., a Delaware corporation and wholly owned subsidiary of FCX (
Merger
Sub
), Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of FCX (the
Merger
).
As a result of the Merger, upon conversion of the Preferred Stock and/or the Notes, the Selling Security Holders will have the right to receive the merger consideration, consisting of $14.75 in cash,
without interest, and 1.15 royalty trust units representing beneficial interests in Gulf Coast Ultra Deep Royalty Trust, rather than shares of the Common Stock. Accordingly, pursuant to the undertaking contained in the Registration Statement to
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this post-effective amendment to the Registration Statement to
deregister all of the Underlying Common Stock registered but unsold under the Registration Statement as of the effective time of the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans, State of Louisiana, on June 3, 2013.
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McMoRan Exploration Co.
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By:
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/s/ Nancy D. Parmelee
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Nancy D. Parmelee
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Senior Vice President, Chief Financial
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Officer and Secretary
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(Principal Financial Officer)
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[
Signatures are on following page.
]
S-1
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by
the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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*
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James R. Moffett
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Co-Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
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June 3, 2013
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/s/ Richard C. Adkerson
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Richard C. Adkerson
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Co-Chairman of the Board
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June 3, 2013
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*
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B.M. Rankin, Jr.
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Vice Chairman of the Board
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June 3, 2013
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/s/ Nancy D. Parmelee
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Nancy D. Parmelee
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Senior Vice President, Chief Financial
Officer and Secretary
(Principal Financial Officer)
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June 3, 2013
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*
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C. Donald Whitmire, Jr.
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Vice President and Controller- Financial
Reporting
(Principal Accounting Officer)
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June 3, 2013
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*
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A. Peyton Bush, III
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Director
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June 3, 2013
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*
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William P. Carmichael
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Director
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June 3, 2013
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*
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Robert A. Day
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Director
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June 3, 2013
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*
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James C. Flores
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Director
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June 3, 2013
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*
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Gerald J. Ford
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Director
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June 3, 2013
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*
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H. Devon Graham, Jr.
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Director
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June 3, 2013
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*
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Suzanne T. Mestayer
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Director
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June 3, 2013
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*
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John F. Wombwell
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Director
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June 3, 2013
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*By:
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/s/ Richard C. Adkerson
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Richard C. Adkerson
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Attorney-in-fact
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S-2
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