Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) announced
today the pricing of $6.5 billion of senior notes in four tranches,
consisting of 5-year, 7-year, 10-year and 30-year senior notes.
Following is a summary of the four new tranches of debt, which will
have an aggregate weighted interest cost of approximately 3.9%:
Description
Amount
Maturity
2.375% Senior Notes (1) $1.5 Billion
Due March 15, 2018 3.100% Senior Notes (2) $1.0
Billion Due March 15, 2020 3.875% Senior Notes (3)
$2.0 Billion Due March 15, 2023 5.450%
Senior Notes (4) $2.0 Billion Due March
15, 2043
(1) Priced at 99.990% to yield 2.377%
(2) Priced at 99.962% to yield 3.106%
(3) Priced at 99.941% to yield 3.882%
(4) Priced at 99.544% to yield 5.481%
The sale of the senior notes is expected to settle on March 7,
2013, subject to customary closing conditions. FCX intends to use
the net proceeds from the offering, together with the net proceeds
of its term loan, primarily to fund the Plains Exploration &
Production Company (PXP) and McMoRan Exploration Co. (MMR)
acquisitions, including for the payment of cash consideration for
the acquisitions and the repayment of certain indebtedness of PXP.
If the PXP acquisition does not close, FCX will be required to
redeem all of the outstanding 7-year, 10-year and 30-year notes at
101% plus accrued and unpaid interest. As previously announced, PXP
and MMR stockholder meetings to approve the acquisitions will be
held after the U.S. Securities and Exchange Commission has declared
effective the respective registration statements on Form S-4 filed
in connection with the acquisitions. The transactions are expected
to close in second-quarter 2013.
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any
securities of FCX. The Notes have not been registered under the
Securities Act, or any applicable state securities laws, and will
be offered only to qualified institutional buyers pursuant to Rule
144A promulgated under the Securities Act and outside the United
States to non-U.S. persons in accordance with Regulation S under
the Securities Act. Unless so registered, the Notes may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and any applicable state securities laws.
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 has a dynamic portfolio of
operating, expansion and growth projects in the copper industry and
is the world’s largest producer of molybdenum.
The company’s portfolio of assets includes the Grasberg minerals
district, one of the world’s largest copper and gold mine in terms
of recoverable reserves; significant mining operations in the
Americas, including the large scale Morenci and Safford minerals
districts in North America and the Cerro Verde and El Abra
operations in South America; and the Tenke Fungurume minerals
district in the Democratic Republic of Congo.
Cautionary Statement: This press release contains
forward-looking statements, which are all statements other than
statements of historical facts, such as those statements regarding
completion of the pending acquisitions. The words “anticipates,”
“may,” “can,” “plans,” “believes,” “estimates,” “expects,”
“projects,” “intends,” “likely,” “will,” “should,” “to be,” 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 its 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 risks associated with the
pending acquisitions, 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, 2012, filed with the U.S.
Securities and Exchange Commission (SEC) as updated by our
subsequent filings with the SEC.
Investors are cautioned that many of the assumptions on which
FCX’s forward-looking statements are based are likely to change
after its 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 or may not be able
to control. Further, FCX may make changes to its business plans
that could or will affect its results. FCX cautions investors that
it does not intend to update forward-looking statements more
frequently than quarterly notwithstanding any changes in FCX’s
assumptions, changes in business plans, actual experience or other
changes, and FCX undertakes no obligation to update any
forward-looking statements.
ADDITIONAL INFORMATION ABOUT THE PROPOSED PXP AND MMR
TRANSACTIONS AND WHERE TO FIND IT
PXP Transaction
In connection with the proposed transaction, FCX has filed with
the SEC a registration statement on Form S-4 that includes a
preliminary proxy statement of PXP that also constitutes a
prospectus of FCX. FCX and PXP also plan to file other relevant
documents with the SEC regarding the proposed transaction.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may
obtain a free copy of the definitive proxy statement/prospectus (if
and when it becomes available) and other relevant documents filed
by FCX and PXP with the SEC at the SEC’s website at www.sec.gov.
You may also obtain these documents by contacting FCX’s Investor
Relations department at (602) 366-8400, or via e-mail at
IR@fmi.com; or by contacting PXP’s Investor Relations department at
(713) 579-6291, or via email at investor@pxp.com.
FCX and PXP and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about FCX’s directors and
executive officers is available in FCX’s proxy statement dated
April 27, 2012, for its 2012 Annual Meeting of Stockholders.
Information about PXP’s directors and executive officers is
available in PXP’s proxy statement dated April 13, 2012, for its
2012 Annual Meeting of Stockholders. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the definitive proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the merger when they become available. Investors
should read the definitive proxy statement/prospectus carefully
when it becomes available. You may obtain free copies of these
documents from FCX or PXP using the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
MMR Transaction
In connection with the proposed transaction, the royalty trust
formed in connection with the transaction has filed with the SEC a
registration statement on Form S-4 that includes a preliminary
proxy statement of MMR that also constitutes a prospectus of the
royalty trust. FCX, the royalty trust and MMR also plan to file
other relevant documents with the SEC regarding the proposed
transaction. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the proxy
statement/prospectus (if and when it becomes available) and other
relevant documents filed by FCX, the royalty trust and MMR with the
SEC at the SEC’s website at www.sec.gov. You may also obtain these
documents by contacting FCX’s Investor Relations department at
(602) 366-8400, or via e-mail at IR@fmi.com; or by contacting MMR’s
Investor Relations department at (504) 582-4000, or via email at
IR@fmi.com.
FCX and MMR and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about FCX’s directors and
executive officers is available in FCX’s proxy statement dated
April 27, 2012, for its 2012 Annual Meeting of Stockholders.
Information about MMR’s directors and executive officers is
available in MMR’s proxy statement dated April 27, 2012, for its
2012 Annual Meeting of Stockholders. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the definitive proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the merger when they become available. Investors
should read the definitive proxy statement/prospectus carefully
when it becomes available. You may obtain free copies of these
documents from FCX or MMR using the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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