Freeport-McMoRan Inc. (NYSE: FCX) announced today that it has
completed the sale of $700 million aggregate principal amount of
its 4.125% Senior Notes due 2028 and $600 million aggregate
principal amount of its 4.250% Senior Notes due 2030.
FCX intends to use the net proceeds from the $1.3 billion senior
notes offering and cash on hand to fund its purchase of:
Series of Notes
Purchase Method
CUSIP Number(s)
Aggregate Principal Amount
Being Repurchased/Redeemed (in millions)
Aggregate Principal Amount
Outstanding
After Repurchase/Redemption
(in millions)
4.00% Senior Notes due 2021
Tendered as of the Early Tender
Deadline(1)
35671DBH7
$40.4
$154.8
3.55% Senior Notes due 2022
Tendered as of the Early Tender
Deadline(1)
35671DAU9
$1,074.5
$805.7
4.00% Senior Notes due 2021
Make-whole
Redemption(2)
35671DBH7
$154.8
$-
Total
$1,269.7
(1) As defined below pursuant to
previously announced cash tender offers, and the payment of accrued
and unpaid interest, premiums, fees and expenses.
(2) Not validly tendered prior to the
Early Tender Deadline.
FCX also announced today that it has further amended its
previously announced tender offers to increase the aggregate
purchase price from $1.1 billion to $1,141,899,000 (the Aggregate
Purchase Price) that it may use to purchase a portion of its
outstanding 2021 Notes, 2022 Notes, 3.875% Senior Notes due 2023
(the 2023 Notes) and 4.55% Senior Notes due 2024 (the 2024 Notes
and together with the 2021 Notes, the 2022 Notes and the 2023
Notes, the Notes), upon the terms and conditions, including the
acceptance priority levels, set forth in the Offer to Purchase,
dated February 19, 2020 (as amended and supplemented from time to
time, the Offer to Purchase). All other terms and conditions of the
tender offers as previously announced in the Offer to Purchase as
amended and supplemented from time to time, remain unchanged. The
financing condition for the tender offers was satisfied upon
completion of the senior notes offering.
In addition, FCX announced today that a notice has been issued
to redeem approximately $154.8 million aggregate principal amount
of the 2021 Notes not validly tendered prior to 5:00 p.m., New York
City time, on March 3, 2020 (the Early Tender Deadline) on April 3,
2020, at a make-whole redemption price to be calculated in
accordance with the terms of the indenture governing the 2021
Notes, plus accrued and unpaid interest on the 2021 Notes to be
redeemed from the last interest payment date of November 14, 2019,
to, but not including, April 3, 2020.
Based on information received from D.F. King & Co., Inc.,
the Tender and Information Agent, as of the Early Tender Deadline,
FCX expects to accept for purchase tenders of (1) all of the 2021
Notes, (2) a portion of the 2022 Notes using a proration factor of
approximately 86.86%, (3) none of the 2023 Notes, and (4) none of
the 2024 Notes. Settlement of 2021 Notes and 2022 Notes accepted
for purchase is expected to occur on March 5, 2020 (the Early
Settlement Date).
Holders of 2021 Notes and 2022 Notes who validly tendered and
did not validly withdraw their 2021 Notes and 2022 Notes at or
prior to the Early Tender Deadline, and whose 2021 Notes and 2022
Notes are accepted for purchase, will be entitled to receive total
consideration of $1,037.66 per $1,000 2021 Notes and $1,023.75 per
$1,000 2022 Notes (in both cases, which includes the $30.00 early
tender premium), plus accrued and unpaid interest from the last
interest payment date to, but not including, the Early Settlement
Date. Notes validly tendered at or prior to the Early Tender
Deadline cannot be withdrawn, except as provided for in the Offer
to Purchase or as required by applicable law.
FCX does not expect to accept for purchase any Notes tendered
after the Early Tender Deadline because the aggregate principal
amount of Notes tendered would result in an Aggregate Purchase
Price that exceeds the Aggregate Maximum Tender Cap. The tender
offers are scheduled to expire at 11:59 p.m., New York City time,
on March 17, 2020, unless extended, earlier expired or terminated
by FCX.
FCX has retained J.P. Morgan Securities LLC and BofA Securities
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) 834-3424
or toll-free at (866) 834-4666 or BofA Securities 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 any 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 2021 Notes. The completion of the tender
offers is not conditioned upon redemption of the 2021 Notes and the
redemption of the 2021 Notes is not conditioned on the completion
of the tender offers. Written notice of the terms of the make-whole
redemption was distributed to registered noteholders on March 4,
2020, by U.S. Bank National Association, as trustee for the 2021
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 redemption and the tender offers, and the senior
notes offering, 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 and 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, 2019, 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/20200304005701/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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