As filed with the Securities and Exchange Commission on August 5, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Freeport-McMoRan Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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74-2480931
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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333 North Central Avenue
Phoenix, AZ 85004-2189
(602) 366-8100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Monique A. Cenac
Assistant
General Counsel and Corporate Secretary
Freeport-McMoRan Inc.
333 North Central Avenue
Phoenix, AZ 85004-2189
(602) 366-8100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Alexandra
C. Layfield
Jones Walker LLP
455 North Boulevard, Suite 800
Baton Rouge, LA 70802-5747
(225) 248-2030
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
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. ☒
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, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE(1)
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Title Of Each Class Of
Securities To Be Registered
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Amount To Be
Registered
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Proposed Maximum
Offering Price Per Unit
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Proposed Maximum
Aggregate Offering Price
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Amount of
Registration Fee
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Common Stock, $0.10 par value
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Preferred Stock, $0.10 par value
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Debt Securities
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Guarantees(2)
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Warrants
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Purchase Contracts
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Units
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(1)
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An unspecified amount of securities to be offered at indeterminate prices is being registered pursuant to this
registration statement. The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r).
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(2)
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No separate consideration will be received for the Guarantees being registered hereby. Pursuant to Rule 457(n)
under the Securities Act, no separate registration fee is due for guarantees.
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Freeport-McMoRan Inc. is filing this registration statement
to replace its registration statement (No. 333-226675), which is expiring pursuant to Rule 415(a)(5). In accordance with Rule 415(a)(6), effectiveness of this registration statement will be deemed to terminate
the expiring registration statement.